20171222Compliance Filing.pdf

Decembcr 2l.2Al7
Diane Ilolt
Idaho Public Utilities Commission
472 W . Washington Street
Boise, tD 83702
Case No. AYU-U-l I-01 &.,.1VU-U-15-01
Wc are subrnitting the I'nllowing infirnnation in complirnce with thc Camnrission's Orde r No. 33401 undcr
Case No. AVtJ-tr-|5-01 for the salc of securities not to excecd $300,000,000. An informational notice
rcgarding tlris issuance was previously providcd to staffof the Commissiorr.
On December 14, 2017. Avista Corp. issued $90,0 nrillion of 3.91 percent First Mortgage Eonds duc in
2047 under a bond purchase agreement with certain institutional investors in the private placement
market.'I'he nerv First Mortgage Bonds wcre issued under and in accordance rvith the Mortgage and Deed
nf "l'rust. dated as of June I, 1939. lnrrn the Company to Citibank, N.A., trustee. as amended and
supplemented by varieus supplerntntal indentures snd other inslrurnetts.
ln conneetion with pricing of thc liirst Mortgagc llonds, which tor:k place prior to the issu*nce r:f thsse
bonds, rve c*slr settlcd scven interest r&te $rvep controct$ and paid r total ot'$8.8 mitlion, whieh will be
amottized ffri a componcnt of intcrest expen$e over the life nl'the debt.
The bonds have not been, and will not be. registered underlhe Securities Act of 1933 or any state
securities laws and may not be ofhred or sold in the United States absent registration or an applicabls
exemption from registration requirements.
'l'hc total net proceeds frorn the sale of the new bonds wcre used to repay a portion ol'the trorrowings
outstancling undcr thc Conrpany's $40S.S million committed line of credit and for general corpolatc
purpo$eii.
"l'able l.
Item Dollar Amount Perccnt of Total
Oross lhoceeds
Arrangement Fees
Procsds Payable to Applicant
lnleresl Ratc Su'aps
Other Issuance,/Tcchnical $ervices
Expenses
$90,0m,0s0
(2s0,000)
100.0%
(0.3)
89,750,000
(8.8 r 1.480)
(294,584)
99.7
(e.8)
(0.3)
Nct Procccdsl 80,643,936 119.60/,,
I Thc Company is cxpccting additional fces primarily rclatcd to frling fses and potcntially additional lcgal expcnses
currently unbillxl, which may reduce the Company's ncl proceeds,
Paga I of2
Attached are the term sheel fcr this issuance and the 6ffh supplemenkl indenturc that was
exccuted in connection to this issuancc.
Please contact Karrie Wilson at [phone] if you have an)'questions.
Parice K. Corton
Director of Finance and Assistant Treasurer
Page 2 of2
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RECEIVED
20110EC 22 A[1ll: 30
J.PMorgan
September 20,2017
Ttt
390,000,000 Flrst tortgnge Bonds
Dear lnvestor:
On behalf of Avista Corporation ('Avista' or he "Companf), J.P. Morgan Securities LLC ('J.P. Morgan')
is pleased to confirm the blloMng cirdes of he Company's First Mortgage Bonds (0rc'Bonds').
The pricing details for the Bonds are as follows:
Oflcring Summery
Tnnchc 30 Yc.r
Benchmark
Quoted Yieldt
Credit spread (bps)
FinalCoupon
FinalMatudty
Coupon Paynpnt Datct
2.7 50o/o due 8l 1 5112047
2.81o/o
110
3.91%
December 1,20{7
Junel&Decemberl
I Ar rhorm on pago PXf (US) of Bloombcq en<l on prgs 2 of lt$ con0m
Tranrectlon dctalls
The transaction will fund on December 14, 2017. The Bonds will have interest peyments of June 1 and
December 1, with the first payment occuning on June 1, 2018 and continuing semi-annually thereafter.
Documentaffon Changee:
The Bonds have been circled pursuant to the terms of the draft Bond Purchase Agreement and
Supplemental lndenture which have been posted to lntralinks with the following contingencies:1. Make-Whole calculation of remaining scheduled payments to run to maturig date rather than par
callDate2. Section 12.2(b) - revert back to prior language in the Bond Purchase Agreement dated August
23,2016
3. Section 16.1 - revised to below languageo Successors and Assrgns. All covenants and other agreements contained in this
Agreement by or on behalf of any of lhe parties hereto bind and inure to the benefit of
their respective successors and assigns; provided, however, that Section 7.1 (Financial
1
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J.PMorgan
and Business Information), Section 7.3 (Visitation) and Section 8.2 (Home Offtce
Payment) shall only insure to the benefit of subsequent holders of Bonds that are
lnstitutional Investors.
J.P. Morgan willfollow up with more information regarding the closing date and a due diligence call.
On behalf of the Company and J.P. Morgan, we appreciate your interest in the transaclion and thank you
for your participation in this offering.
Sincerely,
J.P. torgan Sccurlder LLC
Jamb Egbert (2121 834-3917 Sameer Kishore [phone] Rebecca Lin (212) 8344297
Bloornbcm Scncnrhot
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AVISTA CORPORATION
TO
CITIBANK, N.A.
As Successor Trustee under
Mortgage and Deed of Trust,
dated as ofJune 1, 1939
Sixtieth Supplemental Indenture
Providing among other things for a series of bonds designated
"First Mortgage Bonds, 3.91% Series due 2047"
Due December l, 2047
Dated as of December 1,2017
4825-5077 -9212.v10
SIXTIETH SUPPLEMENTAL INDENTURE
THIS INDENTURE, dated as of the l't day of December,2017, between
AVISTA CORPORATION (formerly known as The Washington Water Power
Company), a corporation of the State of Washington, whose post office address is
1411 East Mission Avenue, Spokane, Washington 99202 (the "Company"), and
CITIBANK, N.A., formerly First National City Bank (successor by merger to First
National City Trust Company, formerly City Bank Farmers Trust Company), a national
banking association incorporated and existing under the laws of the United States of
America, whose post office address is 388 Greenwich Street, l4th Floor, New York, New
York 10013 (the "Trustee"), as Trustee under the Mortgage and Deed of Trust, dated as
of June 1, 1939 (the "Original Mortgage"), executed and delivered by the Company to
secure the payment of bonds issued or to be issued under and in accordance with the
provisions thereof, this indenture (the "Sixtieth Supplemental Indenture") being
supplemental to the Original Mortgage, as heretofore supplemented and amended.
WHEREAS pursuant to a written request of the Company made in
accordance with Section 103 of the Original Mortgage, Francis M. Pitt (then Individual
Trustee under the Original Mortgage, as theretofore supplemented and amended) ceased
to be a trustee thereunder on July 23, 1969, and all of his powers as Individual Trustee
have devolved upon the Trustee and its successors alone; and
WHEREAS by the Original Mortgage the Company covenanted that it
would execute and deliver such further instruments and do such further acts as might be
necessary or proper to carry out more effectually the purposes of the Original Mortgage
and to make subject to the lien of the Original Mortgage any property thereafter acquired
intended to be subject to the lien thereof; and
WHEREAS the Company has heretofore executed and delivered, in
addition to the Original Mortgage, the indentures supplemental thereto and amendatory
thereof, and has issued the series of bonds, set forth in Exhibit A hereto (the Original
Mortgage, as supplemented and amended by the First through Fifty-ninth Supplemental
Indentures and, if the context shall so require, as to be supplemented by this Sixtieth
Supplemental Indenture, being herein sometimes called the "Mortgage"); and
WHEREAS the Original Mortgage and the First through Fifty-eighth
Supplemental Indentures have been appropriately filed or recorded in various official
records in the States of Washington, Idaho, Montana and Oregon, as set forth in the First
through Fifty-ninth Supplemental Indentures and the Instrument of Further Assurance,
dated December 15, 2001, hereinafter referred to; and
WHEREAS the Fifty-ninth Supplemental Indenture, dated as of
December 1,2016, has been appropriately filed or recorded in the various official records
in the States of Washington, Idaho, Montana and Oregon, as set forth in Exhibit B hereto;
and
4825-5077 -92t2.v10
1
WHEREAS for the purpose of confirming or perfecting the lien of the
Mortgage on certain of its properties, the Company has heretofore executed and delivered
a Short Form Mortgage and Security Agreement, in multiple counterparts dated as of
various dates in 1992, and such instrument has been appropriately filed or recorded in the
various official records in the States of Montana and Oregon; and
WHEREAS for the purpose of confirming or perfecting the lien of the
Mortgage on certain of its properties, the Company has heretofore executed and delivered
an Instrument of Further Assurance dated as of December 15,2001, and such instrument
has been appropriately filed or recorded in the various official records in the States of
Washington,Idaho, Montana and Oregon; and
WHEREAS in addition to the property described in the Mortgage the
Company has acquired certain other property, rights and interests in property; and
WHEREAS Section 120 of the Original Mortgage, as heretofore amended,
provides that, without the consent of any holders of bonds, the Company and the Trustee,
at any time and from time to time, may enter into indentures supplemental to the Original
Mortgage for various purposes set forth therein, including, without limitation, to cure
ambiguities or correct defective or inconsistent provisions or to make other changes
therein that shall not adversely affect the interests ofthe holders ofbonds ofany series in
any material respect or to establish the form or terms of bonds of any series as
contemplated by Article II; and
WHEREAS the Company now desires to amend Article XVIII of the
Original Mortgage, as heretofore amended, to add provisions containing procedures
relating to the solicitation by the Company of consents, waivers or other action by
holders of the Outstanding bonds; and
WHEREAS the Company now desires to create a new series of bonds; and
WHEREAS Section 8 of the Original Mortgage, as heretofore amended,
provides that the form of each series of bonds (other than the First Series) issued
thereunder and of the coupons to be attached to coupon bonds of such series shall be
established by Resolution of the Board of Directors of the Company or by Treasurer's
Certificate, or shall be set forth in an indenture supplemental to the Original Mortgage;
that the form of such series, as so established, shall speciff the descriptive title of the
bonds and various other terms thereof; and that such series may also contain such
provisions not inconsistent with the provisions of the Mortgage as the Company may, in
its discretion, cause to be inserted therein expressing or referring to the terms and
conditions upon which such bonds are to be issued andlor secured under the Mortgage;
and
WHEREAS the execution and delivery by the Company of this Sixtieth
Supplemental Indenture and the terms of the Bonds of the Sixty-first Series, hereinafter
referred to, have been duly authorized by the Board of Directors of the Company by
appropriate Resolutions of said Board of Directors, and all things necessary to make this
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4825-5077 -9212.vr0
Sixtieth Supplemental Indenture a valid, binding and legal instrument have been
performed;
NOW, THEREFORE, THIS INDENTURE WITNESSETH: That the
Company, in consideration of the premises and of other good and valuable consideration,
the receipt and sufficiency whereof are hereby acknowledged, hereby confirms the estate,
title and rights of the Trustee (including, without limitation, the lien of the Mortgage on
the property of the Company subjected thereto, whether now owned or hereafter
acquired) held as security for the payment of both the principal of and interest and
premium, if any, on the bonds from time to time issued under the Mortgage according to
their tenor and effect and the performance of all the provisions of the Mortgage and of
such bonds, and, without limiting the generality of the foregoing, hereby confirms the
grant, bargain, sale, release, conveyance, assignment, transfer, mortgage, pledge, setting
over and confirmation unto the Trustee, contained in the Mortgage, of all the following
described properties of the Company, whether now owned or hereafter acquired, namely:
All of the property, real, personal and mixed, of every character
and wheresoever situated (except any hereinafter or in the Mortgage
expressly excepted) which the Company now owns or, subject to the
provisions of Section 87 of the Original Mortgage, may hereafter acquire
prior to the satisfaction and discharge of the Mortgage, as fully and
completely as if herein or in the Mortgage specifically described, and
including (without in anywise limiting or impairing by the enumeration of
the same the scope and intent of the foregoing or of any general
description contained in Mortgage) all lands, real estate, easements,
servitudes, rights of way and leasehold and other interests in real estate; all
rights to the use or appropriation of water, flowage rights, water storage
rights, flooding rights, and other rights in respect of or relating to water;
all plants for the generation of electricity, power houses, dams, dam sites,
reservoirs, flumes, raceways, diversion works, head works, waterways,
water works, water systems, gas plants, steam heat plants, hot water
plants, ice or refrigeration plants, stations, substations, offices, buildings
and other works and structures and the equipment thereof and all
improvements, extensions and additions thereto; all generators, machinery,
engines, turbines, boilers, dynamos, transformers, motors, electric
machines, switchboards, regulators, meters, electrical and mechanical
appliances, conduits, cables, pipes and mains; all lines and systems for the
transmission and distribution of electric current, gas, steam heat or water
for any purpose; all towers, mains, pipes, poles, pole lines, conduits,
cables, wires, switch racks, insulators, compressors, pumps, fittings,
valves and connections; all motor vehicles and automobiles; all tools,
implements, apparatus, furnifure, stores, supplies and equipment; all
franchises (except the Company's franchise to be a corporation), licenses,
permits, rights, powers and privileges; and (except as hereinafter or in the
Mortgage expressly excepted) all the right, title and interest of the
Company in and to all other property of any kind or nature.
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4825-5077 -9212.v10
The Company hereby acknowledges that, as of the date of this
Sixtieth Supplemental Indenture, the real property located in the State of
Washington, taken as a whole, that is so conveyed or intended to be so
conveyed under the Mortgage is not used principally for agricultural
purposes.
The property so conveyed or intended to be so conveyed under the
Mortgage shall include, but shall not be limited to, the property set forth in
Exhibit C hereto, the particular description of which is intended only to
aid in the identification thereof and shall not be construed as limiting the
force, effect and scope ofthe foregoing.
TOGETHER WITH all and singular the tenements, hereditaments and
appurtenances belonging or in anywise appertaining to the aforesaid property or any part
thereof, with the reversion and reversions, remainder and remainders and (subject to the
provisions of Section 57 of the Original Mortgage) the tolls, rents, revenues, issues,
earnings, income, product and profits thereof, and all the estate, right, title and interest
and claim whatsoever, at law as well as in equity, which the Company now has or may
hereafter acquire in and to the aforesaid property and franchises and every part and parcel
thereof.
THE COMPANY HEREBY CONFIRMS that, subject to the provisions of
Section 87 of the Original Mortgage, all the property, rights, and franchises acquired by
the Company after the date of the Original Mortgage (except any in the Mortgage
expressly excepted) are and shall be as fully embraced within the lien of the Mortgage as
if such property, rights and franchises had been owned by the Company at the date of the
Original Mortgage and had been specifically described therein.
PROVIDED THAT the following were not and were not intended to be
then or now or hereafter granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over or confirmed under the Mortgage and were, are
and shall be expressly excepted from the lien and operation of the Mortgage
namely: (l) cash, shares of stock and obligations (including bonds, notes and other
securities) not hereafter specifically pledged, paid, deposited or delivered under the
Mortgage or covenanted so to be; (2) merchandise, equipment, materials or supplies held
for the purpose of sale in the usual course of business or for consumption in the operation
of any properties of the Company; (3) bills, notes and accounts receivable, and all
contracts, leases and operating agreements not specifically pledged under the Mortgage
or covenanted so to be; (4) electric energy and other materials or products generated,
manufactured, produced or purchased by the Company for sale, distribution or use in the
ordinary course of its business; and (5) any property heretofore released pursuant to any
provisions of the Mortgage and not heretofore disposed of by the Company; provided,
however, that the property and rights expressly excepted from the lien and operation of
the Mortgage in the above subdivisions (2) and (3) shall (to the extent permitted by law)
cease to be so excepted in the event that the Trustee or a receiver or trustee shall enter
upon and take possession of the Mortgaged and Pledged Property in the manner provided
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4825-5077 -9212.v10
in Article XII of the Original Mortgage by reason of the occurrence of a Completed
Default as defined in said Article XIL
TO HAVE AND TO HOLD all such properties, real, personal and mixed,
granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged,
set over or confirmed by the Company in the Mortgage as aforesaid, or intended so to be,
unto the Trustee, and its successors, heirs and assigns forever.
IN TRUST NEVERTHELESS, for the same purposes and upon the same
terms, trusts and conditions and subject to and with the same provisos and covenants as
set forth in the Mortgage, this Sixtieth Supplemental Indenture being supplemental to the
Mortgage.
AND IT IS HEREBY FURTHER CONFIRMED by the Company that all
the terms, conditions, provisos, covenants and provisions contained in the Mortgage shall
affect and apply to the property in the Mortgage described and conveyed, and to the
estates, rights, obligations and duties of the Company and the Trustee and the
beneficiaries of the trust with respect to said property, and to the Trustee and its
successors in the trust, in the same manner and with the same effect as if the said property
had been owned by the Company at the time of the execution of the Original Mortgage,
and had been specifically and at length described in and conveyed to said Trustee by the
Original Mortgage as a part of the property therein stated to be conveyed.
The Company further covenants and agrees to and with the Trustee and its
successor or successors in such trust under the Mortgage, as follows:
ARTICLE I
Sixty-first Series of Bonds
SECTION l. (D There shall be a series of bonds designated "First
Mortgage Bonds, 391% Series due 2047" (herein sometimes referred to as the "Bonds of
the Sixty-first Series"), each of which shall also bear the descriptive title First Mortgage
Bond and the form thereof is set forth on Exhibit D hereto. The Bonds of the Sixty-first
Series shall be issued as fully registered bonds in denominations of One Thousand
Dollars and, al the option of the Company, any amount in excess thereof (the exercise of
such option to be evidenced by the execution and delivery thereof) and shall be dated as
in Section 10 of the Original Mortgage provided.
(D The Bonds of the Sixty-first Series shall have the following terms
and characteristics:
(a) the Bonds of the Sixty-first Series shall be limited in
aggregate principal amount to $90,000,000 (except for Bonds of such series
authenticated and delivered upon transfer ofor in exchange for, or in lieu of, other
Bonds of such series);
5
4825-5077 -9212.vlO
(b) the principal of Bonds of the Sixty-first Series shall (unless
theretofore paid) be payable on the Stated Maturity Date (as hereinafter defined);
(c) the Bonds of the Sixty-first Series shall bear interest at the
rate of three and ninety-one one hundredths percentum (3.91%) per annum;
interest on such Bonds shall accrue from and including December 14,2017,
except as otherwise provided in the form of bond attached hereto as Exhibit D;
interest on such Bonds shall be payable on each Interest Payment Date and at
Maturity (as each of such terms is hereinafter defined); and interest on such
Bonds during any period for which payment is made shall be computed on the
basis of a 360-day year consisting of twelve 30-days months;
(d) the principal of and premium, if any, and interest on each
Bond of the Sixty-first Series payable at Maturity shall be payable upon
presentation thereof at the office or agency of the Company in the Borough of
Manhattan, The City of New York, in such coin or currency as at the time of
payment is legal tender for public and private debts. The interest on each Bond of
the Sixty-first Series (other than interest payable at Maturity) shall be payable by
check, in similar coin or currency, mailed to the registered owner thereof as of the
close of business on the Record Date (as hereinafter defined) nextpreceding each
Interest Payment Date; provided, however, that if such registered owner shall be a
securities depositary, such payment may be made by such other means in lieu of
check as shall be agreed upon by the Company, the Trustee and such registered
owner; and, provided, further, that, so long as any Bond of the Sixty-first Series
shall be held by (i) the original purchaser thereof under the Bond Purchase
Agreement (as hereinafter defined) or (ii) any other Institutional Investor (as
hereinafter defined) that (A) is the direct or indirect transferee of such Bond from
such original purchaser and (B) has made the same agreement relating to such
Bond as such original purchaser made in Section 8.2 of the Bond Purchase
Agreement, payment of principal of and premium, if any, and interest on such
Bond of the Sixty-first Series shall be payable in the manner specified in the Bond
Purchase Agreement.
(e) (i) Prior to the Par Call Date (as hereinafter defined),
the Bonds of the Sixty-first Series shall be redeemable in whole at any time, or in
part from time to time, at the option of the Company at a redemption price equal
to the greater of
(A) 100% of the principal amount of the Bonds being
redeemed, and
(B) the sum of the present values of the remaining scheduled
payments of principal of and interest (not including any portion of any
scheduled payment of interest that accrued prior to the redemption date)
on the Bonds being redeemed, discounted to the date of redemption on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day
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4825-50'17 -9212.v10
months) at a discount rate equal to the Treasury Yield (as hereinafter
defined) plus 50 basis points,
plus, in the case of either (A) or (B) above, whichever is applicable, accrued
interest on such Bonds to the date of redemption.
(ii) On or after the Par Call Date, the Bonds of the
Sixty-first Series shall be redeemable in whole at any time, or in part from time to
time, at the option of the Company at a redemption price equal to 100% of the
principal amount of the Bonds being redeemed plus accrued interest on such
Bonds to the date of redemption.
(0 (i) "Par Call Date" means lune 1,2047
(ii) "Treasury Yield" means, with respect to any
redemption of Bonds of the Sixty-first Series,
(A) the yield to maturity reported in the Statistical Release, for
the latest day for which such yields have been so reported as of the
Calculation Date, for the U.S. Treasury constant maturity with a term
equal to the remaining term of such Bonds, or
(B) if there is no such U.S. Treasury constant maturity having a
term equal to such remaining term, the yield to maturity determined by
linear interpolation between (I) the U.S. Treasury constant maturity
reported in the Statistical Release with the term next longer than such
remaining term and (II) the U.S. Treasury constant maturity so reported
with the term next shorter than such remaining term.
The Treasury Yield shall be rounded to two decimal places. The Treasury Yield
shall be calculated as of the third business day preceding the earlier of (X) the
date notice of redemption is mailed to holders of Bonds of the Sixty-first Series
and (Y) the date irrevocable arrangements with the Trustee for the mailing of such
notice shall have been made, as the case may be (the "Calculation Date").
(iii) "Statistical Release" means the daily statistical
release entitled "H.15 Selected Interest Rates", or any successor publication,
published by the Board of Governors of the Federal Reserve System, or any
successor entity; or, if such Board of Governors no longer publishes the
information contained in such statistical release, a publication containing similar
information published by the U.S. Department of the Treasury, or any successor
or other U.S. governmental body.
(g) If less than all of the outstanding Bonds of the Sixty-first
Series are to be redeemed, the principal amount to be redeemed shall be prorated
among all of the holders of such Bonds in the proportion that their respective
holdings bear to the aggregate principal amount of such Bonds outstanding on the
date of selection. The portion of any Bond to be redeemed shall be in the
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4825-5077 -9212.v10
principal amount of $ 1,000 or an integral multiple thereof and such rounding
allocations as may be requisite for this purpose shall be made by the Trustee in its
uncontrolled discretion. The Trustee shall promptly notify the Company in
writing of the distinctive numbers of the Bond and the portions thereof so selected
for redemption.
(h) Except as provided in this subsection (II) of Section l,
(i) the Bonds of the Sixty-first Series shall not be
redeemable prior to the Stated Maturity Date; and
(ii) no amount other than the principal of and interest
on the Bonds of the Sixty-first Series shall be payable in respect of such Bonds.
(m) (a) At the option of the registered owner, any Bonds of the
Sixty-first Series, upon sulrender thereof for cancellation at the office or agency of the
Company in the Borough of Manhattan, The City of New York, shall be exchangeable for
a like aggregate principal amount of Bonds of the same series of other authorized
denominations.
The Bonds of the Sixty-first Series shall be transferable, upon the
surrender thereof for cancellation, together with a written instrument of transfer in form
approved by the registrar duly executed by the registered owner or by his duly authorized
attorney, at the off,rce or agency of the Company in the Borough of Manhattan, The City
of New York.
Upon any exchange or transfer of Bonds of the Sixty-first Series, the
Company may make a charge therefor sufficient to reimburse it for any tax or taxes or
other governmental charge, as provided in Section 12 of the Original Mortgage, but the
Company hereby waives any right to make a charge in addition thereto or any exchange
or transfer of Bonds of the Sixty-first Series; provided, however, that the Company shall
not be required to make any transfer or exchange of any Bonds of the Sixty-first Series
for a period of l0 days next preceding any Interest Payment Date or any selection of such
Bonds for redemption, nor shall it be required to make any transfer or exchange of any
Bonds of the Sixty-first Series which shall have been selected for redemption in whole or
in part.
Unless and until the Company shall have delivered to the Trustee a written
order to the contrary, the Bonds of the Sixty-first Series shall bear a legend as to
restrictions on transfer substantially as set florth below:
The Bonds evidenced hereby have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), and may
not be offered, sold, pledged or otherwise transferred in
contravention of the Securities Act.
(IV) For all purposes of this Sixtieth Supplemental Indenture, except as
otherwise expressly provided or unless the context otherwise requires, the terms listed
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4825-5077 -9212.v10
below, when used with respect to the Bonds of the Sixty-first Series, shall have the
meanings specified below:
"Bond Purchase Agreement" means the Bond Purchase Agreement, dated
September 28,2017 , between the Company and the purchasers listed on Schedule
A thereto.
"Business Day" means any day, other than a Saturday or Sunday, which is
not a day on which banking institutions or trust companies in The City of New
York, New York are generally authorized or required by law, regulation or
executive order to remain closed.
"lnstitutional Investor" means (a) any original purchaser of a Bond of the
Sixty-first Series, (b) any holder of a Bond of the Sixty-first Series holding
(together with one or more of its affiliates) more than $1,000,000 in aggregate
principal amount of the Bonds of the Sixty-first Series, and (c) any bank, trust
company, savings and loan association or other financial institution, any pension
plan, any investment company, any insurance company, any broker or dealer, or
any other similar financial institution or entity, regardless of legal form.
"lnterest Payment Date" means June 1 and December I in each year,
commencing June l, 201 8,
"Mdturity" means the date on which the principal of the Bonds of the
Sixty-first Series becomes due and payable, whether at the Stated Maturity Date,
upon redemption or acceleration, or otherwise.
"Record Date", with respect to any Interest Payment Date, means the
close of business on the seventh Business Day preceding such Interest Payment
Date.
"Stated Maturity Date" means December 1,2047.
(V) Notwithstanding the provisions of Section 106 of the Original
Mortgage, as amended, the Company shall not cause any Bonds of the Sixty-first Series,
or any portion of the principal amount thereof, to be deemed to have been paid as
provided in such Section and its obligations in respect thereof to be deemed to be
satisfied and discharged prior to the Maturity thereof unless the Company shall deliver to
the Trustee either:
(a) an instrument wherein the Company, notwithstanding the
effect of Section 106 of the Original Mortgage, as amended, in respect of such
Bonds, shall assume the obligation (which shall be absolute and unconditional) to
irrevocably deposit with the Trustee such additional sums of money, if any, or
additional government obligations (meeting the requirements of Section 106), if
any, or any combination thereof, at such time or times, as shall be necessary,
together with the money and/or government obligations theretofore so deposited,
to pay when due the principal of and premium, if any, and interest due and to
9
4825-5077 -9212.v10
become due on such Bonds or portions thereof, all in accordance with and subject
to the provisions of Section 106; provided, however, that such instrument may
state that the obligation of the Company to make additional deposits as aforesaid
shall be subject to the delivery to the Company by the Trustee of a notice
asserting the deficiency accompanied by an opinion of an independent accountant
showing the calculation thereof (which opinion shall be obtained at the expense of
the Company); or
(b) an Opinion of Counsel to the effect that the holders of such
Bonds, or portions of the principal amount thereof, will not recognize income,
gain or loss for United States federal income tax purposes as a result of the
satisfaction and discharge of the Company's indebtedness in respect thereof and
will be subject to United States federal income tax on the same amounts, at the
same times and in the same manner as if such satisfaction and discharge had not
been effected.
(VD Anything in this Sixtieth Supplemental Indenture or the Bonds of
the Sixty-first Series to the contrary notwithstanding, any payment of principal of or
premium, if any, or interest on any Bond of the Sixty-first Series that is due on a date
other than a Business Day shall be made on the next succeeding Business Day without
including the additional days elapsed in the computation of the interest payable on such
next succeeding Business Day; provided, however, that if the Maturity date of any Bond
is a date other than a Business Day, the payment otherwise due at Maturity shall be made
on the next succeeding Business Day and shall include the additional days elapsed in the
computation of interest payable on such next succeeding Business Day.
(VII) The Bonds of the Sixty-first Series shall have such further terms as
are set forth in Exhibit D hereto. If there shall be a conflict between the terms of the form
of bond and the provisions of the Mortgage, the provisions of the Mortgage shall control
to the extent permitted by law.
ARTICLE II
Outstanding Bonds
Upon the delivery of this Sixtieth Supplemental Indenture, Bonds of the
Sixty-first Series in an aggregate principal amount of $90,000,000 are to be issued and
will be Outstanding, in addition to $2,021,700,000 aggregate principal amount of bonds
of prior series Outstanding at the date of delivery of this Sixtieth Supplemental Indenture.
ARTICLE III
Amendments of Mortgage
SECTION l. Section l13 and Section 116 of the Original Mortgage, as
heretofore amended, are hereby amended as set forth in Exhibit E hereto.
l0
4825-5077 -9212.v10
SECTION 2. Exhibit E(1) to the Fifty-eighth Supplemental Indenture,
dated as of December l, 2015, is hereby amended to correct the typographical error
therein by deleting from the primary granting clause contained in the Original Mortgage,
as proposed to be amended and set forth in such Exhibit E(l), the words "all motor
vehicles and automobiles".
ARTICLE IV
Prospective Amendments of Original Mortgage
SECTION 1. Each initial and subsequent holder of Bonds of the Sixty-
first Series, by virtue of its acquisition of an interest therein, shall be deemed, without
further act, to have consented to the amendments of the Original Mortgage, as heretofore
amended, contemplated in Article III of the Fifty-eighth Supplemental Indenture, dated as
of December 1,2015, and set forth in Exhibit E(1) thereto, as amended in Section2 of
Article III of this Sixtieth Supplemental Indenture, and in Exhibits E(2) and E(3) thereto.
ARTICLE V
Miscellaneous Provisions
SECTION l. The terms defined in the Original Mortgage shall, for all
purposes of this Sixtieth Supplemental Indenture, have the meanings specified in the
Original Mortgage.
SECTION 2. The Trustee hereby confirms its acceptance of the trusts in
the Original Mortgage declared, provided, created or supplemented and agrees to perform
the same upon the terms and conditions in the Original Mortgage set forth, including the
following:
The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Sixtieth Supplemental Indenture or for or in
respect of the recitals contained herein, all of which recitals are made by the Company
solely. Each and every term and condition contained in Article XVI of the Original
Mortgage shall apply to and form part of this Sixtieth Supplemental Indenture with the
same force and effect as if the same were herein set forth in full, with such omissions,
variations and insertions, if any, as may be appropriate to make the same conform to the
provisions of this Sixtieth Supplemental Indenture.
SECTION 3. Whenever in this Sixtieth Supplemental Indenture either of
the parties hereto is named or referred to, this shall, subject to the provisions of
Articles XV and XVI of the Original Mortgage be deemed to include the successors and
assigns of such party, and all the covenants and agreements in this Sixtieth Supplemental
Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, or
either of them, shall, subject as aforesaid, bind and inure to the respective benefits of the
respective successors and assigns ofsuch parties, whether so expressed or not.
ll
4875-5077 -9212.v10
SECTION 4. Nothing in this Sixtieth Supplemental Indenture, expressed
or implied, is intended, or shall be construed, to confer upon, or to give to, any person,
firm or corporation, other than the parties hereto, the holders of the bonds Outstanding
under the Mortgage, any right, remedy or claim under or by reason of this Sixtieth
Supplemental Indenture or any covenant, condition, stipulation, promise or agreement
hereof, and all the covenants, conditions, stipulations, promises and agreements in this
Sixtieth Supplemental Indenture contained by or on behalf of the Company shall be for
the sole and exclusive benefit of the parties hereto, and of the holders of the bonds
Outstanding under the Mortgage.
SECTION 5. This Sixtieth Supplemental Indenture shall be executed in
several counterparts, each of which shall be an original and all of which shall constitute
but one and the same instrument.
SECTION 6. The titles of the several Articles of this Sixtieth
Supplemental Indenture shall not be deemed to be any part thereof.
t2
4825-5077 -9212.v10
IN WI1NHSS WIIERIIOF" on the tgb_ day of Deccmher. 2817, AVISIA
CORPORA'I'ION has caused its corporate n&mc to bc hereunto aflixed, and this
instrument to be signed and sealed by its President or one of its Vice Presidents, and its
corporate seal to be attested by its forporate Secretary or orc of its Assistant Corporate
$ecretaries fnr and in its behall all in the City of Spokane. W*shington. ss of &e tlay
and year lirst above written: and on the :-:-ch day of Dccember. 2017. CITIBANK, N.A,,
has caused its corporate name to be hereunto allixed, and this instrurnent to be signed and
sealed by its President or onr; of its Vice Prssidents or one of its Senior 'l'rust Officers or
one of its Trust 0{ficers and its corporete seal to be attested by one of its Vice Presidents
or onc of its'l'rust Oflicors, all in "lhe City oINew York, New York, as of the day and
year first above written.
AVIST"A CORPORA]]ON
&#-*.='
rn Name: Mark 1'. Thies'l'itlc: Senior Vice President and
Chief l,'inancial Otfi cer
l3
t liltt
*t7
Attest:5;
Name: Susan Y. F'leming"l'itle: Assistant Corporate Sccrctary
Iixecuted, sealed and delivered
by AVISTA CIORPORATION
in the prescncc of:
Name: Patrice K. Corton
ll
.llil5-5077-92ll vq
Nan:e: .lason Ii. Iang
CITIBANK,
Name: Camille Tomao
Title: Vice President
Attest:
Name: Danny Lee
Authorized Signatory
Executed, sealed and delivered
by CITIBANK, N.A.,
as trustee, in the presence of:
Name: Anthony Authorized Signatory
Name:i, Authorized Signatory
l4
s]A]'E OF WASIIINO'|ON )
) ss.:
COUN'TY OF SPOKANI )
on the llll' day of Decenrber, ?017, before me pcrsonally appeared Mark
l', 'l'hics, to me known to be a Senior Vice President and the Chief F'inancial 0fficer of
AVISI"A CORPORAIION, one of the corporations that executed the within and
foregoing instrument, and acknowledged said instrument to be the free and voluntary act
and deed of said Corporalion for the uses and purposes therein mentioncd and an oath
stated that he w*s authorized to execute said instrumcnt and that the senl alfixed is the
corporate seal of said Corporation.
On the l:!th day of Dccember.2017, belbre me. a Notary Public in urd
for the State and County aforesaid, personally appeared Mark T. Thics. known to me to
be a Scnior Vice President and the Chief Financial Othcer of AVISTA CORPOR{IION.
one of the corporations that executed the within and lbregoing instrument and
acknowledged to me that such Corporation executed the same.
IN WIINHSS WHEREO}'. I have hereunto set my hand and u{fixed my
ollicial seal the day;utd year lirst abcve written.
DE i.r,: J,i.,, r i ,,,"ti-r"''(
Notary Public
1OTARY
Fuettc
Or
DHI}BIE DI]I]I]EI.
Notary Public
State ol'Washington
Commission Hxpires May 9.2021l,
l5
{8?5'5077-9ll l.ve
STATEOFNEWYORK )
COUNTY OF NEW YORK
On the l4th day of December, 2017 before me personally appeared
Camille Tomao, to me known to be a Vice President of CITIBANK, N.A., one of
the corporations that executed the within and foregoing instrument, and acknowledged
said instrument to be the free and voluntary act and deed of said Corporation for the
uses and purposes therein mentioned and on oath stated that she was authorized to
execute said instrument and that the seal affixed is the corporate seal of said Corporation.
On the l4th day of December,2017, before me, a Notary Public in and
for the State and County aforesaid, personally appeared Camille Tomao, known to me to
be a Vice President of CITIBANK, N.A., one of the corporations that executed the
within and foregoing instrument and acknowledged to me that such Corporation executed
the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official sealthe day and year first above written.
NOREEN SANTOS
Notary Public, State of New York
Registration #0 I SA6228750
Qualified in Nassau County
Certificate Filed in New York County
Commission Expires September 27, 2018
l6
ss.:
MORTGAGE, SUPPLEMENTAL INDENTURES
AND SERIES OF BONDS
EXHIBIT A
Original June 1,1939 1 3-1l2% Series due 1964 $22,000,000 None
First October l, 1952 2 3-l/2%oSeries due 1982
(changed to 3-3140/io in
Twelfth Supplemental
Indenture)
30,000,000 None
May 1,1953 3 3-718% Series due 1983 10,000,000 NoneSecond
Third December I, 1955 None
March 15, 1957 NoneFourth
NoneFifthJuly 1, 1957 4 4-718% Series due 1987 30,000,000
January 1, 1958 5 4-1l8% Series due 1988 20,000,000 NoneSixth
6 4-318% Series due 1988 15,000,000 NoneSeventhAugust l, 1958
January l, 1959 7 4-3/4%o Series due 1 989 15,000,000 NoneEighth
Ninth January l,1960 8 5-318% Series due 1990 10,000,000 None
April I, 1964 9 4-518% Series due 1994 30,000,000 NoneTenth
Eleventh March I ,1965 l0 4-518% Series due 1995 10,000,000 None
May l, 1966 NoneTwelfth
ll NoneThirteenthAugust 1, 1966 60% Series due 1996 20,000,000
Fourteenth April I, 1970 t2 9-ll4% Series due 2000 20,000,000 None
May l, 1973 l3 7 -7 /8o/u Series due 2003 20,000,000 NoneFifteenth
Sixteenth February l, 1975 t4 9-318% Series due 2005 25,000,000 None
Seventeenth November l, 1976 l5 8-3/4% Series due 2006 30,000,000 None
A-l
48?5-5077 -9212.v10
MORTGAGE OR
SUPPLEMENTAL
INDENTURE DATED AS OF
PRINCIPAL
AMOUNT
ISSUED
PRINCIPAL
AMOUNT
OUTSTANDINGNO.DESIGNATION
Eighteenth June 1, 1980 None
Nineteenth January l, l98l l6 14-l18% Series due l99l 40,000,000 None
August l, 1982 l7 15-314% Series due 1990-
t992
60,000,000 NoneTwentieth
Twenty-First September l, 1983 l8 l3-ll2% Series due 2013 60,000,000 None
19 l3-ll4% Series due 1994 60,000,000 NoneTwenty-Second March l, 1984
Twenty-Third December l, 1986 20 9-ll4% Series due 2016 80,000,000 None
21 10-3/8% Series due 201 8 50,000,000 NoneTwenty-Fourth January l, 1988
Twenty-Fifth October l, 1989
23
22 7-ll8% Series due 2013
7-215%oSeries due 2016
66,700,000
17,000,000
None
None
36,000,000Twenty-Sixth April I, 1993 24 Secured Medium-Term
Notes, Series A
($250,000,000 authorized)
250,000,000
January l,1994 25 Secured Medium-Term
Notes, Series B
($250,000,000 authorized)
161,000,000 NoneTwenty-Seventh
220,000,000 NoneTwenty-Eighth September 1,2001 26 Collateral Series due 2002
December l, 2001 27 7.75% Series due 2007 150,000,000 NoneTwenty-Ninth
28 Collateral Series due 2003 225,000,000 NoneThirtiethMay 1,2002
May 1,2003 29 Collateral Series due 2004 245,000,000 NoneThirty-first
45,000,000 NoneThirty-second September 1, 2003 30 6.125% Series due 2013
NoneThirty+hird May 1,2004 3l Collateral Series due 2005 3s0,000,000
November 1,2004 32 5.45% Series due 2019 90,000,000 90,000,000Thirtv-fourth
25,000,000Thirty-fifth December 1,2004 JJ Collateral Series 2004A 88,850,000
Thirty-sixth December 1,2004 34
35
Collateral Series 20048
Collateral Series 2004C
66,700,000
17,000,000
None
None
36 Collateral Series 2004D 350,000,000 NoneThirty-seventh December 1,2004
A-2
4825-5077 -9212.v10
MORTGAGE OR
SUPPLEMENTAL
INDENTURE DATED AS OF
PRINCIPAL
AMOUNT
ISSTIED
PRINCIPAL
AMOUNT
Thirty-eighth May I, 2005 37
38
Collateral Series 20058
Collateral Series 2005C
66,700,000
l 7,000,000
None
None
Thirty-ninth November 1,2005 39 6.25% Series due 2035 100,000,000
50,000,000
100,000,000
50,000,000
Fortieth April l, 2006 40 Collateral Series due 201 I 320,000,000 None
Forty-first Decernber 1, 2006 4l 5.70% Series due 2037 I 50,000,000 I 50,000,000
Forty-second April 1, 2008 42 5.95% Series due 201 8 250,000,000 250,000,000
Forty-third November 1,2008 43 Collateral Series 2008A 200,000,000 None
December 1,2008 44 7.25% Series due 2013 30,000,000 NoneForty-fourth
Forty-fifth December l, 2008 45 Collateral Series 2008B 17,000,000 None
250,000,000Forty-sixth September 1,2009 46 5.125% Series due 2022 250,000,000
Forty-seventh Novenrber 1,2009 41 Collateral Series 2009A 75,000,000 None
December l,2010 48
49
Collateral Series 20 I 0A
Collateral Series 2010B
66,700,000
17,000,000
66,700,000
17,000,000
Forty-eighth
Forty-ninth December 1,2010
51
50 3.89% Series &te2020
5.55% Series due 2040
52,000,000
35,000,000
52,000,000
35,000,000
52 50,000,000 NoneFiftiethDecember 1, 2010 1.687o Series due 2013
Fifty-first February l, 201 I 53 Collateral Series 20 I I A 400,000,000 None
August 1,201 I NoneFifty-second
December 1, 2011 54Fifty-third 4.45% Series due 2041 85,000,000 85,000,000
Fifty-fourth November 1, 2012 55 4.23%o Series due 2047 80,000,000 80,000,000
August 1,2013 56 Collateral Series 2013A'NoneFifry-fifth 90,000,000
Fifty-sixth April 1,2014 57 Collateral Series 2014.A 400,000,000 400,000,000
Fifty-seventh December 1, 2014 58 4.1 1% Series d.ue2044 $60,000,000 $60,000,000
A-3
4825-50'71-9212.v10
MORTGAGE OR
SUPPLENTENTAL
INDENTURE
SERIES PRINCIPAL
AMOUNT
PRINCIPAL
AMOUNT
OUTqTANDINGP,ESIGNATION
Fifty-eighth December 1,2015 59 4.37% Series due 2045 $100,000,000 $ I 00,000,000
December 1,2016 60 3.54% Series due 205 I $175,000,000 $ 1 7s,000,000Fifty-ninth
TOTAL OUTSTANDING $2pauaaJa
A-4
4825-507'7 -9212.v10
PRINCIPAL
AMOUNT
ISSUBD
FILING IN STATE OFFICES
Washington Secretary ofState 4lt9lt7 2017-109-3t41-1
Idaho Secretary of State 4t3/17 20t7-1191369-3
Montana Secretary of State 4t3n7 t704031633990
Oregon Secretary of State 4t3t2017 9tt444tl
FILING AND RECORDING OF
FIFTY.NINTH SUPPLEMENTAL INDENTURE
EXHIBIT B
RECORDING IN COLTNTY OFFICES
Washinetou
Adams Auditor 3n0n7 3r5344 N/A N/A N/A
Asotin Auditor 3t9lt7 352881 N/A N/A N/A
Benton Auditor 3ltllt'7 2017 -006317 N/A N/A N/A
3/t0lt7 3202037 N/A N/A N/ADouglasAuditor
Ferry Auditor 3tr0t11 0288122 N/A N/A N/A
Franklin Auditor 3l13lt7 r859207 N/A N/A N/A
Garfield Auditor 3n0n7 201 70 l 00 N/A N/A N/A
3tr0n7 137 5391 N/A N/A N/AGrantAuditor
Klickitat Auditor 3/t4lt'|1122546 N/A N/A N/A
Lewis Auditor 3113117 3462t26 N/A N/A N/A
Lincoln Auditor 3t10n7 201',7 04747tl 116 2926-2958 N/A
Auditor 3ltllt7 20170327687Pend Oreille N/A N/A N/A
Skamania Auditor 3fi3117 2017000516 N/A N/A N/A
Spokane Auditor 319lt7 6584400 N/A N/A N/A
Stevens Auditor 3/10n7 2017 000t64t N/A N/A N/A
Thurston Auditor 3ll4lt7 4553619 N/A N/A N/A
Auditor 319lr7Whitman 740094 N/A N/A N/A
Idaho
Benewah Recorder 3t6n7 276623 N/A N/A N/A
Recorder 3/6/17Bonner 904236 N/A N/A N/A
Boundary Recorder 316/t7 270005 N/A N/A N/A
Clearwater Recorder 3t6n7 230509 N/A N/A N/A
Idaho Recorder 3t6/r7 508073 N/A N/A N/A
Kootenai Recorder 3l6lt7 2585242000 N/A N/A N/A
Latah Recorder 3lt3lt7 584334 N/A N/A N/A
B-l
4825-5077 -9212.v10
State Office of Date
Countv 0ffice of
Document
Financing
Statement
Document
Number
RECORDING IN COIINTY OFFICES
Iduho (conl)
Lewis Recorder 3/6tr7 145324 N/A N/A N/A
RecorderNez Perce 5126t11 849266 N/A N/A N/A
Shoshone Recorder 316n7 488465 N/A N/A N/A
Montunu
Big Hom Clerk & Recorder 4lt4lt7 353145 144 859-89 l N/A
Broadwater Clerk & Recorder 3/14n7 t76958 t77 237 N/A
Golden Valley Clerk & Recorder 3/t4lt7 82765 M N/A
Meagher Clerk & Recorder 3114117 143661 N/A N/A N/A
Mineral Clerk & Recorder 3t14t17 116279 N/A N/A N/A
Rosebud Clerk & Recorder 519/17 0ll69l0 152MG 47-79 N/A
Sanders Clerk & Recorder 3lt3lt7 30567 I N/A N/A N/A
3l13lt7StillwaterClerk & Recorder 368151 N/A N/A N/A
Treasure Clerk & Recorder 3lt4lt7 83482 22 462 N/A
Wheatland Clerk & Recorder 3lt3n7 I 09563 M 28075-28t07 N/A
Clerk & Recorder 3l2lt7 3808763 N/A N/A N/AYe llowstone
Orepon
Douglas Recorder 4/t8lr7 2017-006921 N/A N/A N/A
4/t8lt7 20t7 -0t2959 N/A N/A N/AJacksonRecorder
4l17lt7 2017-005046 N/A N/AJosephineRecorderN/A
Klamath Recorder 4lt8lt7 2017-004053 N/A N/A N/A
Morrow Recorder 4n7fi1 2017-40095 N/A N/A N/A
Union Recorder 4/t7lt7 20171243 N/A N/A N/A
Wallowa Recorder 4/20117 00076337 N/A N/A N/A
B-2
4825-5077 -9212.v10
Office of
Financins
Statement
Document
NumberDate
Document
Number Book Pase
EXHIBIT C
PROPERTY ADDITIONS
First
THE ADDITIONAL ELECTRIC SUBSTATIONS AND SUBSTATION SITES of
the Company, in the State of Washington, including all buildings, structures, towers, poles,
equipment, appliances and devices for transforming, converting and distributing electric energy,
and the lands of the Company on which the same are situated and all of the Company's real
estate and interests therein, machinery, equipment, appliances, devices, appurtenances and
supplies, franchises, permits and other rights and other property forming a part of said
substations or any of them, or used or enjoyed or capable of being used or enjoyed in connection
with any thereof, including, but not limited to, the following situated in the State of Washington,
to wit:
(l) Spokane Counfy, Washington: "Garden Springs Substation Expansion", granted by:
Julie Graves; All that portion of the Southwest Quarter of the Southeast Quarter of
Section 27, Township 25 North, Range 42 East W.M. Lying Southeasterly of the
Southeasterly line of State Highway No. 2 and all, Geiger Field to Spokane West
Corporate limits as deeded to the State of Washington by Warranty Deed filed June
23,1961as Auditors No. 7911258, and Southwesterly of the Southwesterly line of
relocated Abbott Road, in The County of Spokane, State of Washington. Except the
South 660 feet thereof; and except that portion deeded to the State of Washington
by Warranty Deed recorded July 21, 1993 under auditors file no. 9307210479.
Evidenced by Deed recorded as Auditor number 6564844 on Decemb er 21,2016.
(2) Spokane County, Washington: "Iryin Substation", granted by: Hanson Industries,
Inc; that portion of the East Half of the Southwest Quarter and Government Lot 6In
Section 3, Township 25 North, Range 44, and that portion of government lots 7 and
8 in the North Half of the Southwest Quarter of Section 3, Township 25 North,
Range 44, and that portion of Government Lots 7 And 8 in the North Half of the
Southwest Quarter Of Section 3, Township 25 North, Range 44, and that portion of
the North Half of the South Half and GovernmentLotT Of Section 3, Township 25
North, Range 44 East W.M., in Spokane County, Washington. Evidenced by
Statutory Warranty Deed recorded as Auditor number 6616837 on June 29,2017.
(3) Spokane County, Washington: "Waikiki Substation", granted by Keith A.
Anderson and Jane Anderson; Real property in the County of Spokane, State of
Washington, described as follows: Parcel I Lot 13 in Block I of Holmes Acre
Tracts as per Plat thereof recorded in Volume 1 of Plats, Page 9 I ; Situate in the
County of Spokane, State of Washington. Parcel2 Tracts "A" and "B" of Short
Plat 83-265, According to Plat Recorded in Book 2 of Short Plats, Page 94, in
Spokane County, Washington. Evidenced by Statutory Warranty Deed recorded as
Auditor number 6663622 on Decemb er 1 ,2017 .
c-l
4825-5077 -9212.v10
(4) Stevens County, Washington: "Valley Substation", granted by: William R. Agee;
A portion of the Northwest Quarter of the Northeast Quarter of Section 35,
Township 31 North, Range 40 East, W.M., in Stevens County, Washington, further
described as follows: Commencing at the Northwest corner of the NEI/4 of Said
Section 35; thence, along the North line of said NEI/4, South 89"21'04" East a
distance of 106.64 feet to the Point of Beginning for this description; thence,
continuing along said North line, South 89"21'04" East a distance of 283.36 feet;
thence South 00"29'22" a distance of 85.37 feet; thence North 89"21'04" West a
distance of 33.96 feet; thence South 37"01'19" West a distance of 257.57 feet;
thence North 70"57'06" West a distance of l0l.l6 feet; thence North 12"28'19"
East a distance of 130.54 feet; thence, along a curve to the left, having aL arc
length of 139.8 I feet, a radius of 170.00 feet, a chord bearing North I I o05' 16"
West a chord length of 135.90 feet to the Point of Beginning. Evidenced by Deed
recorded as Auditor number 2017-0002379 on April 12,2017.
Second
ADDITIONAL PROTECTION, MITIGATION AND ENHANCEMENT
PROPERTY of the Company, real, personal, or mixed, acquired, constructed and/or installed in,
on, under and/or proximate to the Company's hydroelectric generation developments for the
purpose of protecting and/or enhancing wildlife (including fish and aquatic life), botanical life
and/or wetlands, and/or mitigating any harm or damage thereto, and all other property, real,
personal or mixed, used or enjoyed or capable of being used or enjoyed in conjunction therewith,
including, but not limited to, the following in the State of Washington, the State of Montana and
the State of Idaho to wit:
(l) Lincoln County, Washington: "Hunter Mitigation Property", granted by: Carolyn J.
Flaa, Shirley Ann Anderson and Susan A. Sheets; The North Half of the Northwest
Quarter of the Southeast Quarter, Section 24, Township 27 North, Range 39
E.W.M., records of Lincoln County, Washington. Evidenced by Deed recorded as
Auditor number 2016 0474228 on December 30, 2016.
(2) Sanders County, Montana: "Fox Bull River Property" granted by: Dana Fox,
Successor Trustee of the Sandra D. Fox Family Trust; Tract 4 of Conifer Meadows
Subdivision in the Northwest Quarter of Section 34, Township 27 North, Range 33
West, PMM and the Northwest Quarter of Section 35, Township 27 North, Range
33 West, PMM, according to Certificate of Survey No. 54, records of Sanders
County Clerk and Recorder's office, EXCEPTING THEREFROM that portion of
land conveyed to the Montana Department of Transportation by Bargain and Sale
Deed recorded September 5, 2001 as Instrument No. 243599, Micro No. 35003,
Sanders County Records. As evidenced by Warranty Deed recorded as Auditor
number 307520 on September7,2017.
Sanders County, Montana: "Warme" granted by Christopher J. Warme, Trustee of
the Christopher J. Warme Revocable Trust dated January 28,2009.: A tract of land
in the N1/2 of Section 14, Township 2l North, Range 29 West, PMM, Sanders
County, Montana, fuither described on Certificate of Survey No. 347, on file in the
c-2
(3)
4825-5077 -9212.v10
office of the Clerk and Recorder of Sanders County, Montana. EXCEPTING
THEREFROM that portion heretofore conveyed by Bargain and Sale Deed
recorded at Micro No. 1287, Sanders County Records. As evidenced by Warranty
Deed recorded as Auditor Number 307639 on September 18, 2017.
(4)Bonner County, Idaho: "D&N" granted by D & N Properties Limited Partnership,
an Idaho limited partnership and Nancy J. Lewis, an unmarried woman: That
portion lying North of the Burlington Northern Railroad Right of Way and South of
Clark Fork River less the East 100 feet located in the East Half of the Northeast
Quarter, Section 30, Township 55 North, Range 3 East, Boise Meridian, Bonner
County Idaho. Also Excepting therefrom the original 400 feet wide Northern
Pacific Railway Company Charter Right of Way. As evidenced by Warranty Deed
recorded as Auditor Number 914737 on November 20,2017.
Third
BUSINESS OFFICE(S) AND/OR MISCELLANEOUS REAL ESTATE, in the State
of Washington and the State of Idaho, to wit:
(l) Adams County, Washington: "Ritzville Office", granted by: Dennis Hollis; Those
portions of Lots 14,15 and 16, Block 3Z,lyingNorthwesterly of PSH No. 11, except
the Northwesterly 10 feet thereof, Northern Pacific Addition to the Town of
Ritzville, according to the plat thereof of record in the office of the Auditor of
Adams County, Washington. Evidenced by Statutory Warranty Deed recorded as
Auditor number 315036 on January 31,2017 .
(2) Adams County, Washington: "Ritzville Office", granted by: Lori Jean Tison, Mark
Leslie Tison, Stephen Michael Tison; Thatportion of Lots 9 through 13, inclusive,
lying Northwesterly of PSH No.l 1, Block 32, Northern Pacific Addition to the
Town of Ritzville, according to the plat thereof of record in the office of the
Auditor of Adams County, Washington; except the Northwesterly 10 feet of said
lots adjacent to First Street. Evidenced by Statutory Warranty Deed recorded as
Auditor number 3 15035 on January 31,2017 ,
(3) Spokane County, Washington: "Project Center - The Swamp", granted by: Joseph
E. Crosby, Jr.: Lots I and2, being all of Block 13, Cannon's Addition, According
to Plat Recorded in Volume "B" of Plats, Page 52, in the City of Spokane, Spokane
County, Washington. Evidenced by Deed recorded as Auditor number 6608076 on
May 3 1,2017 .
(4) Kootenai County, Idaho: "CDA Facility", granted by Dale R. Woodard; That
portion on the Northeast Quarter of the Southeast Quarter described as follows:
Commencing at a point 330 feet south of the Northeast corner of the Northeast
Quarter of the Southeast Quarter of Section 12, Township 50 North, Range 4
W.B.M., thence running West 270 feet; thence North 175 feet; thence East270 feet;
thence South 175 feet to the place of beginning, less that portion thereof used for
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street purposes over the east end thereof. As evidenced by Statutory Warranty
Deed recorded as Auditor number 2622660000 on December 1,2017 .
(5) Kootenai County, Idaho: "CDA Facility", granted by Gary D. Williams and
Darlene S. Williams; That portion of the following described property lying East of
the Easterly Right of Way of Interstate 90: Commencing at the Northeast corner of
the Northeast Quarter of the Southeast Quarter of Section Twelve, in Township 50
North, Range 4 W.B.M., and running due West 1320 feet; thence due South 330
feet; thence due East 1320 feet; and thence due North 330 feet; to the Place of
Beginning; Except: Commencing at the Northeast corner of the Northeast Quarter
of the Southeast Quarter of Section 12, Township 50 North, Range 4 W.B.M.,
Kootenai County, Idaho; thence running West 270 feet, along the Northern line of
said Northeast Quarter of the Southeast Quarter, to the real Point of Beginning;
thence West along said North line of said Quarter Section, 950 feet, being the
Eastern line of the abandoned railroad right-of-way; thence at right angles South a
distance of 330 feet; thence East parallel with the North line of said Quarter
Section, a distance of 950 feet; thence North to the real Point of Beginning, which
said parcel is now known as the Locust Addition Plat. And Except: Commencing
at a point 330 feet South of the Northeast corner of the Northeast Quarter of the
Southeast Quarter of Section 12, Township 50 North, Range 4 W.B.M., Kootenai
County, Idaho; thence running West 270 feet; thence North 175 feet; thence East
270 feet, thence South 175 feet; to the Place of Beginning, less that portion thereof
used for street purposes over the East end thereof. And except: that portion for road
right of way along the East line thereof. As evidenced by Statutory Warranty Deed
recorded as Auditor number 2622655000 on December 1,2017.
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EXHIBIT D
(Form of Bond)
PPN: 053798 D*5
AVISTA CORPORATION
First Mortgage Bond, 3.91% Series due2047
REGISTERED
NO.
REGISTERED
$
AVISTA CORPORATION, a corporation of the State of Washington
(hereinafter called the Company), for value received, hereby promises to pay to
, or registered assigns, on December 1,2047 (the "Stated Maturity Date")
DOLLARS
and to pay the registered owner hereof interest thereon semi-annually in arrears on June 1
and December I in each year (each such date, an "Interest Payment Date"), commencing
June 1,2018, and at Maturity (as hereinafter defined), at the rate of three and ninety-one
one hundredths percentum (3.91%) per annum computed on the basis of a 360-day year
consisting of twelve 30-day months, until the Company's obligation with respect to the
payment of such principal shall have been discharged. This bond shall bear interest from
December 14,2017 or from the most recent Interest Payment Date on or prior to the date
of this bond to which interest on the bonds of this series has been paid.
Dated AVISTA CORPORATION
Name
Title:
ATTES
Name
Title:
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TRUSTEE'S CERTIFICATE
This bond is one of the bonds of the series herein designated, described or
provided for in the within-mentioned Mortgage.
CITIBANK, N.A.
Trustee
Authorized Signatory
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The principal of and premium, if any, and interest on this bond payable at
Maturity shall be payable upon presentation hereof at the office or agency of the
Company in the Borough of Manhattan, The City of New York, in such coin or currency
of the United States of America as at the time of payment is legal tender for public and
private debts. The interest on this bond (other than interest payable at Maturity) shall be
paid by check, in the similar coin or currency, mailed to the registered owner hereof as of
the close of business on the seventh Business Daypreceding each Interest Payment Date
(each such date being herein called a "Record Date"); provided, however, that if such
registered owner shall be a securities depositary, such payment shall be made by such
other means in lieu of check as shall be agreed upon by the Company, the Trustee and
such registered owner; and provided further that, so long as this Bond shall be held by (a)
the original purchaser hereof under the Bond Purchase Agreement (as defined in the
Sixtieth Supplemental Indenture referred to below) or (b) any other Institutional Investor
(as defined in such Supplemental Indenture) that (i) is the direct or indirect transferee of
this bond from such original purchaser and (ii) has made the same agreement relating to
this bond as such original purchaser made in Section 8.2 of the Bond Purchase
Agreement, payment of principal of and premium, if any, and interest on this Bond shall
be payable in the manner specified in the Bond Purchase Agreement. Interest payable at
Maturity shall be paid to the person to whom principal shall be paid. As used herein, the
term "Maturity" shall mean the date on which the principal of this bond becomes due and
payable, whether at stated maturity, upon redemption or acceleration, or otherwise.
This bond is one of an issue of bonds of the Company issuable in series
and is one of a series known as its First Mortgage Bonds, 3S1% Series due 2047, all
bonds of all such series being issued and issuable under and equally secured (except
insofar as any sinking or other fund, established in accordance with the provisions of the
Mortgage hereinafter mentioned, may afford additional security for the bonds of any
particular series) by a Mortgage and Deed of Trust, dated as of June l, 1939 (the
"Original Mortgage"), executed by the Company (formerly known as The Washington
Water Power Company) to City Bank Farmers Trust Company and Ralph E. Morton, as
Trustees (Citibank, N.A., successor Trustee to both said Trustees). The Original
Mortgage has been amended and supplemented by various supplemental indentures,
including the Sixtieth Supplemental Indenture, dated as of December l, 2017 (the
"Sixtieth Supplemental Indenture"), and, as so amended and supplemented, is herein
called the "Mortgage". Reference is made to the Mortgage for a description of the
property mortgaged and pledged, the nature and extent of the security, the rights of the
holders of the bonds and of the Trustee in respect thereof, the duties and immunities of
the Trustee and the terms and conditions upon which the bonds are and are to be secured
and the circumstances under which additional bonds may be issued. If there shall be a
conflict between the terms of this bond and the provisions of the Mortgage, the
provisions of the Mortgage shall control to the extent permitted by law. The holder of
this bond, by its acceptance hereof, shall be deemed to have consented and agreed to all
of the terms and provisions of the Mortgage and, further, in the event that such holder
shall not be the sole beneficial owner of this bond, shall be deemed to have agreed to use
all commercially reasonable efforts to cause all direct and indirect beneficial owners of
this bond to have knowledge of the terms and provisions of the Mortgage and of this
bond and to comply therewith, including particularly, but without limitation, any
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provisions or restrictions in the Mortgage regarding the transfer or exchange of such
beneficial interests and any legend set forth on this bond.
The Mortgage may be modified or altered by affirmative vote of the
holders of at least 60Yo in principal amount of the bonds outstanding under the Mortgage,
considered as one class, or, if the rights of one or more, but less than all, series of bonds
then outstanding are to be affected, then such modification or alteration may be effected
with the affirmative vote only of 60% in principal amount of the bonds outstanding of the
series so to be affected, considered as one class, and, furthermore, for limited purposes,
the Mortgage may be modified or altered without any consent or other action of holders
of any series of bonds. No modification or alteration shall, however, permit an extension
of the Maturity of the principal of, or interest on, this bond or a reduction in such
principal or the rate of interest hereon or any other modification in the terms of payment
of such principal or interest or the creation of any lien equal or prior to the lien of the
Mortgage or deprive the holder of a lien on the mortgaged and pledged property without
the consent of the holder hereof. Each initial and subsequent holder of bonds of this
series, by virtue of its acquisition of an interest therein, shall be deemed, without further
act, to have consented to the prospective amendments to the Original Mortgage set forth
in the Sixtieth Supplemental Indenture.
The principal hereof may be declared or may become due prior to the
stated maturity date on the conditions, in the manner and at the time set forth in the
Mortgage, upon the occurrence of a Completed Default as in the Mortgage provided.
As provided in the Mortgage and subject to certain limitations therein set
forth, this bond or any portion of the principal amount hereof will be deemed to have
been paid if there has been irrevocably deposited with the Trustee moneys or direct
obligations of or obligations guaranteed by the United States of America, the principal of
and interest on which when due, and without regard to any reinvestment thereof, will
provide moneys which, together with moneys so deposited, will be sufficient to pay when
due the principal of and premium, if any, and interest on this bond when due.
The Mortgage contains terms, provisions and conditions relating to the
consolidation or merger of the Company with or into, and the conveyance or other
transfer, or lease, of assets to, another corporation and to the assumption by such other
corporation, in certain circumstances, of all of the obligations of the Company under the
Mortgage and on the bonds secured thereby.
In the manner prescribed in the Mortgage, this bond is transferable by the
registered owner hereof in person, or by his duly authorized attorney, at the office or
agency of the Company in the Borough of Manhattan, The City of New York, upon
surrender and cancellation of this bond, together with a written instrument of transfer
whenever required by the Company duly executed by the registered owner or by its duly
authorized attorney, and, thereupon, a new fully registered bond of the same series for a
like principal amount will be issued to the transferee in exchange herefor as provided in
the Mortgage. The Company and the Trustee may deem and treat the person in whose
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4825-5077 -9212.v10
name this bond is registered as the absolute owner hereof for the purpose of receiving
payment and for all other purposes.
In the manner prescribed in the Mortgage, any bonds of this series, upon
surrender thereof for cancellation at the office or agency of the Company in the Borough
of Manhattan, The City of New York, are exchangeable for a like aggregate principal
amount of bonds of the same series of other authorized denominations.
Prior to the Par Call Date (as hereinafter defined), the bonds of this series
shall be redeemable in whole at any time or in part from time to time, at the option of the
Company, upon notice mailed as provided in Section 52 of the Mortgage, at a redemption
price equal to the greater of
(a) 100% of the principal amount of the bonds being redeemed,
and
(b) the sum of the present values of the remaining scheduled
payments of principal of and interest (not including any portion of any scheduled
payment of interest that accrued prior to the redemption date) on the bonds being
redeemed, discounted to the date of redemption on a semiannual basis (assuming
a 360-day year consisting of twelve 30-day months) at a discount rate equal to the
Treasury Yield (as hereinafter defined) plus 50 basis points,
plus,in the case of either (a) or (b) above, whichever is applicable, accrued interest on
such bonds to the date of redemption.
On or after the Par Call Date, the bonds of this series shall be redeemable
in whole at arry time, or in part from time to time, at the option of the Company, upon
notice mailed as aforesaid, at a redemption price equal to 100% of the principal amount
of the bonds being redeemed plus accrued interest on such bonds to the date of
redemption.
"Par Call Date" means June 1,2047.
"Treasury Yield" means, with respect to any redemption of bonds of this
series,
(a) the yield to maturity reported in the Statistical Release, for
the latest day for which such yields have been so reported as of the Calculation
Date, for the U.S. Treasury constant maturity with a term equal to the remaining
term ofsuch bonds, or
(b) if there is no such U.S. Treasury constant maturity having a
term equal to such remaining term, the yield to maturity determined by linear
interpolation between (i) the U.S. Treasury constant maturity reported in the
Statistical Release with the term next longer than such remaining term and (ii) the
U.S. Treasury constant maturity reported in the Statistical Release with the term
next shorter than such remaining term.
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The Treasury Yield shall be rounded to two decimal places. The Treasury Yield
shall be calculated as of the third business day preceding the earlier of (x) the date
notice of redemption is mailed to holders of bonds of this series and (y) the date
irrevocable arrangements with the Trustee for the mailing of such notice shall
have been made, as the case may be (the "Calculation Date").
"Statistical Release" means the daily statistical release entitled "H.15
Selected Interest Rates", or any successor publication, published by the Board of
Govemors of the Federal Reserve System, or any successor entity; or, if such Board of
Govemors no longer publishes the information contained in such statistical release, a
publication containing similar information published by the U.S. Department of the
Treasury, or any successor or other U.S. governmental body.
Except as provided above, (a) the bonds of this series are not redeemable
prior to their stated maturity date and (b) no amount other than the principal of and
interest on the bonds ofthis series shall be payable in respect ofsuch bonds.
No recourse shall be had for the payment of the principal of or premium, if
any, or interest on this bond against any incorporator or any past, present or future
subscriber to the capital stock, stockholder, officer or director of the Company or of any
predecessor or successor corporation, as such, either directly or through the Company or
any predecessor or successor corporation, under any rule oflaw, statute or constitution or
by the enforcement of any assessment or otherwise, all such liability of incorporators,
subscribers, stockholders, officers and directors being released by the holder or owner
hereof by the acceptance of this bond and being likewise waived and released by the
terms of the Mortgage,
This bond shall not become obligatory until Citibank, N.A., the Trustee
under the Mortgage, or its successor thereunder, shall have signed the form of certificate
endorsed hereon.
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ASSIGNMENT FORM
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto
[please insert social security or other identifying number ofassignee]
[please print or typewrite name and address of assignee]
the within bond of AVISTA CORPORATION and does hereby irrevocably constitute
and appoint , Attorney, to transfer said bond on
the books of the within-mentioned Company, with full power of substitution in the
premises.
Dated:
[signature of assignor]
Notice: The signature to this assignment must correspond with the name as written upon
the face of the bond in every particular without alternation or enlargement or any change
whatsoever.
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EXHIBIT E
AMENDMENTS OF ORIGINAL MORTGAGE
(l) Section I l6 in Article XVIII of the Original Mortgage, as
heretofore amended, is hereby amended by inserting at the end thereof a new subsection
(D) reading as follows:
(D) Anything in this Article XVIII to the contrary
notwithstanding, the Company may, at its option, by written order, fix in
advance a record date for the determination of holders of the bonds of any
or all series entitled to give any consent, waiver or other action solicited
by the Company, but the Company shall have no obligation to do so. If
any such record date is fixed, such consent, waiver or other action may be
given before or after such record date, but only the holders ofrecord of
bonds at the close of business on such record date shall be deemed to be
holders of bonds for the purposes of determining (a) whether holders of
the requisite proportion of the Outstanding bonds, or the Outstanding
bonds of any one or more series, have given such consent, waiver or other
action (and for that purpose the Outstanding bonds, or the Outstanding
bonds of any one or more series, shall be computed as of such record date)
and/or (b) which holders of bonds may revoke any such action; and any
such action, given as aforesaid, shall be effective whether or not the
holders of bonds that gave such action remain holders of such bonds after
such record date and whether or not the bonds held by such holders remain
Outstanding after such record date.
(2) Subsection (A) of Section I l6 in Article XVIil of the Original
Mortgage, as heretofore amended, is hereby amended by inserting, immediately
following the second reference to the "Corporate Trustee", the following:
or, if a record date shall have been fixed as contemplated in subsection (D)
ofthis Section I 16, at the close ofbusiness on such record date,
(3) Section I l3 in Article XVIII of the Original Mortgage, as
heretofore amended, is hereby amended by inserting, immediately following the proviso
in the first sentence of the second paragraph thereof, a further proviso reading as follows
; and provided, further, for the avoidance of doubt, that, if the Company,
or any such corporation of which the Company shall own twenty-five per
centum (25%) or more of the outstanding voting stock, shall have offered
to purchase or otherwise acquire bonds of any one or more series, whether
pursuant to a cash offer, exchange offer or otherwise, no such bonds shall
be deemed to be owned or held by or for the account of or for the benefit
or interest of the Company or such corporation unless and until the
Company or such corporation, as the case may be, shall have delivered or
caused to be delivered the cash and/or exchange securities and/or other
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4825-5077 -9212.v10
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4825-5077 -9212.vlO
consideration to be delivered, and otherwise shall have satisfied all its
obligations, in such transaction.